FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-812 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN (Full title of the plan) UNITED TECHNOLOGIES CORPORATION United Technologies Building One Financial Plaza Hartford, Connecticut 06101 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) FINANCIAL STATEMENTS OF THE UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN REPORT OF INDEPENDENT ACCOUNTANTS To the Pension Administration and Investment Committee of United Technologies Corporation and Members of the United Technologies Corporation Represented Employee Savings Plan In our opinion, the accompanying statements of financial condition and the related statement of income and changes in plan equity present fairly, in all material respects, the financial position of the United Technologies Corporation Represented Employee Savings Plan at November 30, 1994 and 1993, and the results of its operations and the changes in its plan equity for the year ended November 30, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Hartford, Connecticut May 25, 1995 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Financial Condition November 30, 1994 (Thousands of Dollars, except unit value)
UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 373,270 $ - $ - $ - $ - $373,270 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 1,184 - 1,184 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 59,087 - 1,301 - 60,388 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 1,489 - 1,489 United Technologies Corporation Common Stock, at market plus accrued dividends ($50) - - 6,371 - - 6,371 Participant loans, at cost plus accrued interest - - - - 9,494 9,494 Temporary investments, at cost plus accrued interest 1 1 218 2 - 222 Total Investments 373,271 59,088 6,589 3,976 9,494 452,418 Contributions and fund and plan transfers receivable 493 98 82 72 47 792 Total Assets 373,764 59,186 6,671 4,048 9,541 453,210 Less - Liabilities: Contributions and fund and plan transfers payable 108 22 - - - 130 Loans payable, net 229 22 28 - (237) 42 Accrued investment purchases - - 22 - - 22 Total Liabilities 337 44 50 - (237) 194 Plan Equity $ 373,427 $ 59,142 $ 6,621 $ 4,048 $ 9,778 $453,016 Units of participation 75,926,503 6,466,865 1,434,566 2,688,069 9,778,000 Unit value $ 4.92 $ 9.15 $ 4.62 $ 1.51 $ 1.00 (See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Income and Changes in Plan Equity Plan Year Ended November 30, 1994 (Thousands of Dollars)
UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Contributions: Members $ 29,328 $ 5,715 $ 956 $ 815 $ - $ 36,814 Employer 9,505 1,453 253 230 - 11,441 Total Contributions 38,833 7,168 1,209 1,045 - 48,255 Investment Income: Interest 25,901 1 9 2 443 26,356 Dividends - - 190 - - 190 Total Investment Income 25,901 1 199 2 443 26,546 Repayments on loans 2,044 444 94 89 (2,671) - Unrealized depreciation of investments - (22,868) (415) (40) - (23,323) Gain on sale of investments - 23,546 - 138 - 23,684 Deduct: Distributions to members: In Cash 31,407 3,891 477 296 166 36,237 In Shares of United Technologies Corporation Common Stock - - 12 - - 12 Loans to participants 4,840 1,053 145 70 (6,108) - Earned and unapplied forfeitures 13 - 1 - - 14 Total Deductions 36,260 4,944 635 366 (5,942) 36,263 Inter-fund and inter-plan transfers 234 (1,582) 612 488 11 (237) Net Increase in Plan Equity 30,752 1,765 1,064 1,356 3,725 38,662 Plan Equity November 30, 1993 342,675 57,377 5,557 2,692 6,053 414,354 Plan Equity November 30, 1994 $ 373,427 $ 59,142 $ 6,621 $ 4,048 $ 9,778 $453,016 (See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Financial Condition November 30, 1993 (Thousands of Dollars, except unit value)
UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 342,013 $ - $ - $ - $ - $342,013 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 751 - 751 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 58,256 - 956 - 59,212 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 797 - 797 United Technologies Corporation Common Stock, at market plus accrued dividends ($40) - - 5,396 - - 5,396 Participant loans, at cost plus accrued interest - - - - 5,616 5,616 Temporary investments, at cost plus accrued interest 8 1 126 159 - 294 Total Investments 342,021 58,257 5,522 2,663 5,616 414,079 Contributions and fund and plan transfers receivable 984 1 68 31 55 1,139 Accrued investment sales - - 42 - - 42 Total Assets 343,005 58,258 5,632 2,694 5,671 415,260 Less - Liabilities: Contributions and fund and plan transfers payable - 812 62 - - 874 Loans payable, net 330 69 13 2 (382) 32 Total Liabilities 330 881 75 2 (382) 906 Plan Equity $ 342,675 $ 57,377 $ 5,557 $ 2,692 $ 6,053 $414,354 Units of participation 74,930,510 6,349,254 1,173,881 1,857,271 6,053,000 Unit value $ 4.57 $ 9.04 $ 4.73 $ 1.45 $ 1.00 (See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Notes to Financial Statements NOTE 1 - DESCRIPTION OF THE PLAN The United Technologies Corporation Represented Employee Savings Plan (the Plan) is a defined contribution savings plan sponsored by United Technologies Corporation (United). Union represented employees of United are eligible to participate in the Plan if the employees have completed at least one year of service and their employment is covered by a collective bargaining agreement that provides that such employees may participate in the Plan. Below is a brief description of the Plan. More complete information is provided in the plan document which is available from the Plan sponsor. Members may elect, through payroll deductions, to make after-tax contributions of between $2 per week and the amount permitted by the relevant collective bargaining agreement. Certain members, depending on their collective bargaining agreement, may also make tax-deferred contributions. Member contributions are fully vested at all times under the Plan. The employer will make contributions with respect to each member equal in amount to 50 percent of the members contributions, up to specified limits. Generally, employer contributions become fully vested after two years of Plan participation. All employee contributions are credited to a member account maintained by the Plan Administrator. Contributions will be invested, pursuant to each member's direction, in one or more of the following funds: the Income Fund, the Equity Fund, the UTC Stock Fund and the Global Fund, where permitted. Members may elect to have 100 percent of their contributions invested in one investment fund or may allocate the contributions in any whole percentage (effective January 1, 1994) among the funds. Prior to January 1, 1994, allocations were made in multiples of 25%. Members are permitted to transfer their accounts between investment funds once per quarter in any whole percentage (effective January 1, 1994). Prior to January 1, 1994, transfers between investment funds were generally permitted in multiples of 10 percent. The Income Fund is invested in contracts issued by five insurance companies designated by the Pension Investment Committee. Under these contracts, each insurance company guarantees repayment in full of the principal amount invested plus interest credited at a fixed rate for a specified period. Interest is credited to each contract based on an annual interest rate set each year by the individual insurance carriers. This rate, which differs among contracts, takes into account any difference between prior year credited interest and the actual amount of investment earnings allocable to the contract in accordance with the established allocation procedures of the insurance carrier. The weighted average rate set for the 1994 calendar year was 7.5 percent. The Equity Fund may be invested in common or capital stocks of corporations, bonds or securities convertible into such stocks, or shares of any federally registered mutual fund or similar type of investment fund, including investment in any commingled trust fund managed by the Trustee, Bankers Trust Company, which is invested primarily in similar types of equity securities. During 1994 and 1993, the Equity Fund was invested principally in the Trustee's BT Pyramid Equity Index Fund, which is a portfolio of common stocks replicating the Standard & Poor's Composite Index of 500 stocks. Interest and dividends earned by this investment are reinvested and increase market value. The UTC Stock Fund consists principally of 108,043 and 86,564 shares of Common Stock of United at November 30, 1994 and 1993, respectively. The Global Fund will be invested in almost equal proportion in three different funds managed by the Trustee: the BT Pyramid International Securities Index Fund, the BT Pyramid Fixed Income Index Fund and the BT Pyramid Equity Index Fund (as described above). The International Securities Index Fund invests in four other international index funds managed by the Trustee. The Fixed Income Index Fund invests primarily in obligations of the U.S. Government and its agencies and other publicly traded, high-grade domestic debt instruments. Interest and dividends earned by these investments are reinvested and increase market value. Certain members may also make limited tax-deferred or after-tax contributions to an individual medical account (IMA), where permitted. The employer will contribute with respect to each member an amount equal to 75 percent of the member's IMA contribution. All contributions to an IMA will be invested 100 percent in the Income Fund and may not be withdrawn until retirement or termination. Certain members with at least two years of plan participation are allowed to borrow up to 50 percent of their account balances (excluding individual medical account contributions). Loan amounts can range from $1,000 to $50,000 and must be repaid in 5 years or less with interest. Forfeitures of employer contributions are used to reduce employer contributions; earned but unapplied forfeitures will be applied against future employer contributions and are shown separately in the Statement of Income and Changes in Plan Equity. Members who transfer to a new location of United which is covered by a different savings plan have the option of transferring their account balances in accordance with the provisions of the new savings plan, including available investment funds. Transfer of balances to the new savings plan will be governed by the terms of the collective bargaining agreements. Number of participants in the Plan at year end were as follows: The participants above may have investments in more than one of the investment funds.
November 30, 1994 1993 Income Fund 20,880 21,299 Equity Fund 6,859 6,248 UTC Stock Fund 1,695 1,317 Global Fund 1,011 824 NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES United has entered into a master trust agreement with Bankers Trust (the Trustee). Under this agreement, certain employee savings plans of United and its subsidiaries combine their trust fund investments in the Master Trust. Participating plans purchase units of participation in the investment funds based on their monthly contribution to such funds and the unit value of the applicable investment fund at the end of the month. The value of a unit in each fund is determined at the end of each month by dividing the sum of uninvested cash, accrued income and the current market value of investments by the total number of outstanding units in such funds. The plans receive income from the funds' investments which increase the unit values. Distributions reduce the number of participation units held by the plans. The investments of the Income Fund are valued at cost plus accrued interest. The investments of the Equity Fund, the UTC Stock Fund, and the Global Fund are valued at market as determined by the Trustee by reference to published market data. The expenses of operating the Plan are payable out of the funds held under the Plan, unless the employer elects to pay such expenses. The expenses for the 1994 plan year were paid by the employer. The Plan is not subject to federal income tax as the Plan and its related trust are considered by United to satisfy the qualification and exemption requirements of Sections 401(a) and 501(a) of the Internal Revenue Code. United has received a favorable determination letter (dated September 9, 1986) from the Internal Revenue Service (IRS) to the effect that the Plan qualifies under Sections 401(a) and 501(a) of the Code. United intends to apply for a new determination letter from the IRS indicating that the Plan, as amended since the date of the most recent IRS determination letter, continues to be exempt from federal income taxes under Sections 401(a) and 501(a) of the Code. Under these sections, contributions by United, employees (at their election) and related earnings will be tax deferred until such amounts are distributed. It is expected, given the lack of substantive plan amendments, that a favorable determination will be issued from the IRS, and accordingly, no provision is made for federal income taxes. NOTE 3 - INSURANCE CONTRACTS The following is a summary of the insurance contracts held in the Master Trust Income Fund and the portion allocable to the Plan:
November 30, (Thousands of Dollars) 1994 1993 CIGNA $ 1,505,766 $ 1,409,243 Aetna 529,588 543,882 Travelers 449,496 455,988 Prudential 237,500 249,747 Metropolitan Life 437,048 328,543 $ 3,159,398 $ 2,987,403 Amount of the contracts allocable to the Plan $ 373,270 $ 342,013 /TABLE NOTE 4 - GAIN ON SALE OF INVESTMENTS The Trustee uses the average cost method in determining the cost of securities for purposes of calculating the gain or loss on the sale of securities. Gains and losses of the Master Trust funds are allocated to the participating plans based upon participation units at the month-end valuation date following the sale. The gains recognized by the Master Trust funds and amounts allocable to the Plan, for the Plan year November 30, 1994, are as follows: NOTE 5 - REQUESTED DISTRIBUTIONS The following is a summary of distributions requested by participants which had not yet been paid at the respective plan year end:
(Thousands of Dollars) Equity Fund Global Fund Proceeds from sale of securities $ 397,600 $ 55,624 Cost basis of securities sold 253,925 52,706 Gain on sale $ 143,675 $ 2,918 Amount of the gain allocable to the Plan $ 23,546 $ 138 These amounts are reflected as liabilities in the Plan's Form 5500. NOTE 6 - PLAN AMENDMENTS Effective January 1, 1994, the Plan permits transfers between investment funds in any whole percentage. Prior to January 1, 1994, transfers between investment funds were generally made through increments of 10%. Effective January 1, 1994, the Plan permits future allocation of investment fund contributions in any whole percentage. Prior to January 1, 1994, investment allocations were made in 25% increments. Effective January 1, 1994, the Plan permits participants to receive an installment distribution upon attaining age 55 with five years of service. Prior to January 1, 1994, the Plan rules required age 55 with a minimum of 10 years of service.
(Thousands of Dollars) November 30, November 30, 1994 1993 Dollars Units Dollars Units Income Fund $ 3,527 717,157 $ 1,323 289,306 Equity Fund 405 44,298 413 45,752 UTC Stock Fund 58 12,546 24 5,155 Global Fund 20 13,289 5 3,667 Loan Fund 682 682,000 114 114,000 SIGNATURES The Plan (or other persons who administer the employee benefit plan), pursuant to the requirements of the Securities Exchange Act of 1934, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Dated: May 25, 1995 By: /s/ Daniel P. O'Connell Daniel P. O'Connell Corporate Director, Employee Benefits and Human Resources Systems United Technologies Corporation Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-26580) of United Technologies Corporation of our report dated May 25, 1995 appearing in the United Technologies Corporation Represented Employee Savings Plan's Annual Report on Form 11-K for the year ended November 30, 1994. PRICE WATERHOUSE LLP Hartford, Connecticut May 25, 1995